SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
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[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or Sec. 240.14a-12
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which
transaction applies:
(2) Aggregate number of securities to which
transaction applies:
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate value of transaction:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a) (2)
and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
FIDELITY ADVISOR CALIFORNIA MUNICIPAL INCOME FUND
CLASS A
CLASS B
CLASS T
INSTITUTIONAL CLASS
FIDELITY ADVISOR NEW YORK MUNICIPAL INCOME FUND
CLASS A
CLASS B
CLASS T
INSTITUTIONAL CLASS
FUNDS OF
FIDELITY ADVISOR SERIES V
82 DEVONSHIRE STREET, BOSTON, MASSACHUSETTS 02109
1-800-522-7297
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To the Shareholders of the above funds:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
Meeting) of Fidelity Advisor California Municipal Income Fund and
Fidelity Advisor New York Municipal Income Fund (the funds), will be
held at the office of Fidelity Advisor Series V (the trust), 82
Devonshire Street, Boston, Massachusetts 02109 on March 18, 1998, at
9:00 a.m. The purpose of the Meeting is to consider and act upon the
following proposals and to transact such other business as may
properly come before the Meeting or any adjournments thereof.
1. To approve a Plan of Dissolution and Liquidation providing for the
complete dissolution, liquidation, and termination of Fidelity
Advisor
California Municipal Income Fund.
2. To approve a Plan of Dissolution and Liquidation providing for the
complete dissolution, liquidation, and termination of Fidelity
Advisor
New York Municipal Income Fund.
The Board of Trustees has fixed the close of business on February 20,
1998 as the record date for the determination of the shareholders of
each of the funds entitled to notice of, and to vote at, such Meeting
and any adjournments thereof.
By order of the Board of Trustees,
Eric D. Roiter, Secretary
FEBRUARY 20, 1998
SHAREHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. ANY
SHAREHOLDER WHO DOES NOT EXPECT TO ATTEND THE MEETING SHOULD INDICATE
VOTING INSTRUCTIONS ON THE ENCLOSED PROXY CARD, DATE AND SIGN IT, AND
RETURN IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO POSTAGE IF MAILED
IN THE UNITED STATES. WE ASK YOUR COOPERATION IN MAILING YOUR PROXY
CARD PROMPTLY, NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE.
INSTRUCTIONS FOR EXECUTING PROXY CARD
The following general rules for executing proxy cards may be of
assistance to you and help avoid the time and expense involved in
validating your vote if you fail to execute your proxy card properly.
1. INDIVIDUAL ACCOUNTS: Your name should be signed exactly as it
appears in the registration on the proxy card.
2. JOINT ACCOUNTS: Either party may sign, but the name of the party
signing should conform exactly to a name shown in the registration.
3. ALL OTHER ACCOUNTS should show the capacity of the individual
signing. This can be shown either in the form of the account
registration itself or by the individual executing the proxy card. For
example:
REGISTRATION VALID SIGNATURE
A. 1) ABC Corp. John Smith, Treasurer
2) ABC Corp. John Smith, Treasurer
c/o John Smith, Treasurer
B. 1) ABC Corp. Profit Sharing Plan Ann B. Collins,
Trustee
2) ABC Trust Ann B. Collins,
Trustee
3) Ann B. Collins, Trustee Ann B. Collins,
u/t/d 12/28/78 Trustee
C. 1) Anthony B. Craft, Cust. Anthony B. Craft
f/b/o Anthony B. Craft, Jr.
UGMA
PROXY STATEMENT
SPECIAL MEETING OF SHAREHOLDERS OF
FIDELITY ADVISOR SERIES V:
FIDELITY ADVISOR CALIFORNIA MUNICIPAL INCOME FUND
CLASS A
CLASS B
CLASS T
INSTITUTIONAL CLASS
FIDELITY ADVISOR NEW YORK MUNICIPAL INCOME FUND
CLASS A
CLASS B
CLASS T
INSTITUTIONAL CLASS
TO BE HELD ON MARCH 18, 1998
This Proxy Statement is furnished in connection with a solicitation
of proxies made by, and on behalf of, the Board of Trustees of
Fidelity Advisor Series V (the trust) to be used at the Special
Meeting of Shareholders of Fidelity Advisor California Municipal
Income Fund and Fidelity Advisor New York Municipal Income Fund (the
funds) and at any adjournments thereof (the Meeting), to be held on
March 18, 1998, at 9:00 a.m. at 82 Devonshire Street, Boston,
Massachusetts 02109, the principal executive office of the trust and
Fidelity Management & Research Company (FMR), the funds' investment
adviser.
The purpose of the Meeting is set forth in the accompanying Notice.
The solicitation is being made primarily by the mailing of this Proxy
Statement and the accompanying proxy card on or about February 20,
1998. Supplementary solicitations may be made by mail, telephone,
telegraph, facsimile, electronic means or by personal interview by
representatives of the trust. Under existing voluntary class expense
limitations, the expenses in connection with preparing this Proxy
Statement and its enclosures and of all solicitations will be borne by
FMR. FMR will reimburse brokerage firms and others for their
reasonable expenses in forwarding solicitation material to the
beneficial owners of shares. The principal business address of
Fidelity Distributors Corporation (FDC), the funds' principal
underwriter and distribution agent, is 82 Devonshire Street, Boston,
Massachusetts 02109.
If the enclosed proxy card is executed and returned, it may
nevertheless be revoked at any time prior to its use by written
notification received by the trust, by the execution of a later-dated
proxy card, or by attending the Meeting and voting in person.
All proxy cards solicited by the Board of Trustees that are properly
executed and received by the Secretary prior to the Meeting and are
not revoked will be voted at the Meeting. Shares represented by such
proxies will be voted in accordance with the instructions thereon. If
no specification is made on a proxy card, it will be voted FOR the
matters specified on the proxy card. Only proxies that are voted will
be counted towards establishing a quorum. Broker non-votes are not
considered voted for this purpose. Shareholders should note that while
votes to ABSTAIN will count toward establishing a quorum, passage of
any proposal being considered at the Meeting will occur only if a
sufficient number of votes are cast FOR the proposal. Accordingly,
votes to ABSTAIN and votes AGAINST will have the same effect in
determining whether the proposal is approved.
If a quorum is not present at the Meeting, or if a quorum is present
at the Meeting but sufficient votes to approve one or more of the
proposed items are not received, or if other matters arise requiring
shareholder attention, the persons named as proxy agents may propose
one or more adjournments of the Meeting to permit further solicitation
of proxies. Any such adjournment will require the affirmative vote of
a majority of those shares present at the Meeting or represented by
proxy. When voting on a proposed adjournment, the persons named as
proxy agents will vote FOR the proposed adjournment all shares that
they are entitled to vote with respect to each item, unless directed
to vote AGAINST the item, in which case such shares will be voted
AGAINST the proposed adjournment with respect to that item. A
shareholder vote may be taken on one or more of the items in this
Proxy Statement prior to such adjournment if sufficient votes have
been received and it is otherwise appropriate.
Shares of each class of each fund issued and outstanding as of
December 31, 1997, are indicated in the following table:
Fidelity Advisor California Municipal Income Fund:
Class A
Class B
Class T
Institutional Class
Fidelity Advisor New York Municipal Income Fund:
Class A
Class B
Class T
Institutional Class
As of December 31, 1997, the trustees and officers of the trust
owned, in the aggregate, less than 1% of each of the fund's
outstanding shares.
To the knowledge of the trust, substantial (5% or more) record or
beneficial ownership of each fund on December 31, 1997, was as
follows:
ADVISOR CALIFORNIA MUNICIPAL INCOME - CLASS A:
ADVISOR CALIFORNIA MUNICIPAL INCOME - CLASS T:
ADVISOR CALIFORNIA MUNICIPAL INCOME - CLASS B:
ADVISOR CALIFORNIA MUNICIPAL INCOME - INSTITUTIONAL CLASS:
ADVISOR NEW YORK NEW YORK MUNICIPAL INCOME - CLASS A:
ADVISOR NEW YORK MUNICIPAL INCOME - CLASS T:
ADVISOR NEW YORK MUNICIPAL INCOME - CLASS B:
ADVISOR NEW YORK MUNICIPAL INCOME - INSTITUTIONAL CLASS:
To the knowledge of the trust, no other shareholder owned of record
or beneficially more than 5% of the outstanding shares of either fund
on that date.
As of January 13, 1998, FMR and its affiliates owned in the aggregate
approximately 68% of the net asset value of all of California
Municipal Income Fund's outstanding shares. On such date, FMR owned in
the aggregate approximately 56% of the net asset value of all of New
York Municipal Income Fund's outstanding shares. FMR HAS ADVISED THE
TRUST THAT ALL FUND SHARES OWNED BY IT AND ITS AFFILIATES WILL BE
VOTED AT THE MEETING IN FAVOR OF EACH PROPOSAL, WHICH WILL RESULT IN
THE APPROVAL OF EACH PROPOSAL.
Shareholders of record at the close of business on February 20, 1998
will be entitled to vote at the Meeting. Each such shareholder will be
entitled to one vote for each dollar of net asset value held on that
date.
FOR A FREE COPY OF EACH FUND'S ANNUAL REPORT FOR THE FISCAL YEAR
ENDED OCTOBER 31, 1997 CALL 1-800-843-3001 OR WRITE TO FIDELITY
DISTRIBUTORS CORPORATION AT 82 DEVONSHIRE STREET, BOSTON,
MASSACHUSETTS 02109.
VOTE REQUIRED: APPROVAL OF EACH OF PROPOSAL 1 AND 2 REQUIRES THE
AFFIRMATIVE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING SECURITIES"
OF THE APPROPRIATE FUND. UNDER THE INVESTMENT COMPANY ACT OF 1940 (THE
1940 ACT), THE VOTE OF A "MAJORITY OF THE OUTSTANDING VOTING
SECURITIES" MEANS THE AFFIRMATIVE VOTE OF THE LESSER OF (A) 67% OR
MORE OF THE VOTING SECURITIES PRESENT AT THE MEETING OR REPRESENTED BY
PROXY IF THE HOLDERS OF MORE THAN 50% OF THE OUTSTANDING VOTING
SECURITIES ARE PRESENT OR REPRESENTED BY PROXY OR (B) MORE THAN 50% OF
THE OUTSTANDING VOTING SECURITIES. BROKER NON-VOTES ARE NOT CONSIDERED
"PRESENT" FOR THIS PURPOSE.
The following tables summarize the proposals applicable to each fund.
Proposal # Proposal Description Applicable Fund
1. To approve a Plan of Fidelity Advisor California
Dissolution and Liquidation Municipal Income Fund
2. To approve a Plan of Fidelity Advisor New York
Dissolution and Liquidation Municipal Income Fund
1. TO APPROVE A PLAN OF DISSOLUTION AND LIQUIDATION FOR FIDELITY
ADVISOR CALIFORNIA MUNICIPAL INCOME FUND.
2. TO APPROVE A PLAN OF DISSOLUTION AND LIQUIDATION FOR FIDELITY
ADVISOR NEW YORK MUNICIPAL INCOME FUND.
For each of the funds, the Board of Trustees, including the Trustees
who are not "interested persons" of the trust or of FMR (the
Independent Trustees), has approved the submission to shareholders of
the Plan of Dissolution and Liquidation in the form attached to this
Proxy Statement as Exhibit 1 (the Plan). Generally, each fund's Plan
provides for the fund's dissolution, liquidation, and subsequent
termination. Under each fund's existing voluntary class expense
limitations, FMR has agreed to assume the costs and expenses
associated with the fund's liquidation, excepting brokerage
commissions, taxes, and extraordinary expenses, if any.
REASONS FOR THE LIQUIDATION
California Municipal Income Fund initially commenced operations on
February 20, 1996. New York Municipal Income Fund initially commenced
operations on August 21, 1995. As of December 31, 1997, California
Municipal Income Fund had assets of approximately $3.7 million. On
such date, New York Municipal Income Fund had assets of approximately
$5.6 million.
Since the commencement of operations, sales of both funds have fallen
short of expectations. After approximately two years of operations,
neither fund has increased to an economically viable size. Due to the
funds' small sizes, FMR has, over time, voluntarily absorbed a
substantial portion of the funds' operating expenses. On October 16,
1997, given the funds' limited growth prospects, FMR informed the
Board of Trustees that it would not maintain existing expense
subsidies past December 31, 1997. Accordingly, effective January 1,
1998, FMR raised expense caps on each class of the funds by 1.25%. As
of January 1, 1998, expense limits for each of the funds' classes of
shares (as a percentage of each class's net assets) are 2.15% for
Class A, 2.90% for Class B, 2.25% for Class T, and 2.00% for
Institutional Class.
On January 15, 1998, the Board of Trustees, including a majority of
the Independent Trustees, approved the submission of the Plans to the
funds' shareholders. The Board of Trustees recommends that each fund's
shareholders vote FOR the approval of the Plan described below. In
reaching its decision to submit the Plan to each fund's shareholders,
the Board of Trustees considered the fund's small size and limited
growth prospects, the continuing high level of fund expenses, and the
adverse impact of FMR's reduced expense subsidies on the fund and its
shareholders. Following FMR's reduction in expense subsidies, the
funds' expense ratios are now higher than the expense ratios of their
peers and are expected to have a significant adverse effect on the
funds' performance. In reaching its decision, the Board also
considered the potential adverse tax consequences to shareholders
resulting from the funds' liquidation (see "Federal Income Tax
Consequences" on page____). In short, given current circumstances, it
is unlikely that either fund will achieve a viable size. Accordingly,
after considering various alternatives, the Board recommends the
funds' liquidation as the most appropriate course of action.
DESCRIPTION OF THE PLANS AND RELATED TRANSACTIONS
The following discussion summarizes the important terms of each Plan.
This summary is qualified in its entirety by reference to each Plan
itself.
Each Plan provides for the orderly liquidation of fund assets,
distribution of net liquidation proceeds, and subsequent termination
of the fund. If a fund's shareholders approve the Plan, FMR will
undertake to liquidate the fund's assets on such terms and conditions
as FMR shall determine to be reasonable and in the best interests of
the fund and its shareholders.
Each Plan will become effective on the date the fund's shareholders
approve it (the Effective Date). Commencing with the Effective Date,
each fund will wind up its business and affairs and, as soon as is
practicable, distribute its net assets to shareholders after paying or
providing for all known liabilities. During the winding up period,
each fund may invest a significant portion of its assets in short-term
instruments, such as variable rate demand notes. In addition, each
fund may hold a substantial amount of uninvested cash (possibly in
excess of its normal investment limitation of 20%).
As soon as practicable after liquidating its assets to cash form and
paying or providing for liabilities, each fund will distribute its net
liquidation proceeds to all remaining shareholders of each class of
its shares. Liquidation distributions shall be calculated using the
respective net asset value per share of each class of shares as
determined in accordance with the fund's most recent prospectus and
statement of additional information, as supplemented (a Liquidation
Distribution). Before liquidating, each fund may make one or more
dividend distributions of tax-exempt income and income or capital gain
realized on the disposition of portfolio securities. It is anticipated
that Liquidation Distributions shall be paid directly by check made
payable to the shareholder of record. The final liquidating
distribution to a fund's shareholders shall be in complete redemption
and cancellation of all of the fund's outstanding shares.
Approval and adoption of a Plan will not impair a shareholder's right
to redeem his or her fund shares. Accordingly, at any time prior to
the close of business on the Liquidation Date (as defined in the
Plan), a shareholder may redeem shares in accordance with the
redemption procedures described in the fund's most recent prospectus,
as supplemented.
FDC has agreed to waive any contingent deferred sales charge (CDSC)
that might otherwise apply to a Liquidation Distribution. FDC has also
agreed to waive any CDSC applicable to a redemption of the funds'
Class B shares made prior to or on the Liquidation Date.
Each fund's officers are authorized to perform any acts necessary or
appropriate to consummate the transactions contemplated by the fund's
Plan as well as to execute and deliver any documents necessary to
liquidate the fund's assets, terminate the fund, or otherwise carry
out the Plan. Each fund's officers shall serve in their present
capacities until such time as the fund is legally terminated.
FEDERAL INCOME TAX CONSEQUENCES
The following summary provides general information on the federal
income tax consequences of a shareholder's receipt of a Liquidation
Distribution. This summary is based on the tax laws and regulations in
effect on the date of this Proxy Statement, all of which are subject
to change by legislative or administrative action, possibly with
retroactive effect.
Pursuant to its respective Plan, each fund will sell its assets and
distribute the proceeds to its shareholders. Each fund anticipates
that it will retain its qualification as a regulated investment
company under the Internal Revenue Code of 1986, as amended (the
Code), during the short taxable year ending on the Liquidation Date.
The sale of each fund's assets may accelerate the fund's realization
of income, gains, and losses. As of December 31, 1997, neither
California Municipal Income Fund nor New York Municipal Income Fund
had capital loss carryforwards that could be used to offset capital
gains.
For federal income tax purposes, a fund's liquidation will be a
taxable event for shareholders and may result in a shareholder's
recognition of taxable income, gain or loss on the redemption of fund
shares in connection with the Liquidation Distribution. A
shareholder's receipt of a Liquidation Distribution will be viewed as
a sale of his or her shares of the fund in exchange for an amount
equal to the Liquidation Distribution. Each shareholder generally will
recognize gain or loss measured by the difference between the adjusted
tax basis in the shares and the Liquidation Distribution received from
the fund. Assuming the shares are held as a capital asset, the gain or
loss generally will be characterized as a capital gain or loss.
If a shareholder realizes a loss on the redemption of any of her fund
shares that she has held for six months or less on the date of the
redemption, then the loss will be disallowed for federal income tax
purposes to the extent of the amount of any exempt-interest dividends
the shareholder has received with respect to that share. The
Liquidation Distribution will be considered a redemption for purposes
of these rules. In addition, if a shareholder realizes a loss on the
redemption of any of her fund shares that she has held for six months
or less as of the date of the redemption, then the loss to the extent
not otherwise disallowed will be treated as a long-term capital loss
for federal income tax purposes to the extent of the amount of any
capital gain dividends the shareholder has received with respect to
that share. The Liquidation Distribution will be considered a
redemption for purposes of these rules.
Liquidation Distributions paid to individuals and certain other
non-corporate shareholders may be subject to backup withholding at a
rate of 31% if such shareholders fail to certify that their social
security number or taxpayer identification number is correct and that
they are not subject to backup withholding.
The receipt of a Liquidation Distribution by an individual retirement
account or individual retirement annuity (IRA) that holds shares
generally will not be included in the IRA owner's gross income for
federal income tax purposes.
If, however, under the terms of the IRA, the Liquidation Distribution
must be distributed immediately to the IRA owner, the distribution
would be taxable as ordinary income to such IRA owner for federal
income tax purposes for the year in which the IRA owner receives the
distribution. In addition, if the IRA owner has not attained the age
of 59-1/2, the distribution generally would be subject to an
additional 10% early withdrawal penalty. Nonetheless, in such a
situation, a taxable event may be avoided either (i) by transferring
the IRA account balance before it is distributed directly to another
IRA custodian or trustee or (ii) by rolling over the distribution
within 60 days of the date of the distribution to another IRA. All or
any part of the assets in an IRA may be rolled over only once in any
consecutive twelve-month period; therefore, a rollover will not be a
viable option if the IRA was rolled over at any time within the
twelve-month period preceding the date of the Liquidation
Distribution. There are many rules governing IRAs and the transfer and
rollover treatment of IRA assets. In addition, tax results may vary
depending on the status of the IRA owner. Therefore, owners of IRAs
that will receive Liquidation Distributions should consult with their
own tax advisors for more complete information regarding the tax
consequences of Liquidation Distributions.
This summary of the federal income tax consequences is generally
applicable to shareholders who are individual United States citizens
(other than dealers in securities) and does not address the particular
federal income tax consequences that may apply to other shareholders,
such as corporations, trusts, estates, tax-exempt organizations or non
resident aliens. This summary does not address state or local tax
consequences. The tax consequences discussed herein may affect
shareholders differently depending upon their particular tax
situations unrelated to the Liquidation Distribution, and accordingly,
this summary is not a substitute for careful tax planning on an
individual basis.
No tax ruling has been or will be requested from the Internal Revenue
Service regarding the payment or receipt of a Liquidation
Distribution. The statements above are not binding on the Internal
Revenue Service, and there can be no assurance that the Internal
Revenue Service will concur with this summary or that the tax
consequences to any shareholder upon receipt of a Liquidation
Distribution will be as described above.
PAYMENT BY A FUND OF LIQUIDATION DISTRIBUTIONS WILL BE A TAXABLE
EVENT. BECAUSE THE INCOME TAX CONSEQUENCES FOR A PARTICULAR
SHAREHOLDER MAY VARY DEPENDING ON INDIVIDUAL CIRCUMSTANCES, EACH
SHAREHOLDER SHOULD CONSULT HIS OR HER PERSONAL TAX ADVISOR CONCERNING
THE FEDERAL, STATE, AND LOCAL TAX CONSEQUENCES OF RECEIVING A
LIQUIDATION DISTRIBUTION.
CONCLUSION
The Board of Trustees recommends that each Fund's shareholders vote
FOR the approval of the fund's Plan of Dissolution and Liquidation as
described above. Each Plan will become effective immediately upon
approval.
OTHER BUSINESS
The Board knows of no other business to be brought before the
Meeting. However, if any other matters properly come before the
Meeting, it is the intention that proxies that do not contain specific
instructions to the contrary will be voted on such matters in
accordance with the judgment of the persons therein designated.
SUBMISSION OF CERTAIN SHAREHOLDER PROPOSALS
The trust does not hold annual shareholder meetings. Shareholders
wishing to submit proposals for inclusion in a proxy statement for a
subsequent shareholder meeting should send their written proposals to
the Secretary of the Trust, 82 Devonshire Street, Boston,
Massachusetts 02109.
NOTICE TO BANKS, BROKER-DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise the trust, in care of Fidelity Investments
Institutional Operations Company, Inc., 82 Devonshire Street, Boston,
Massachusetts 02109, or call Client Services at 1-800-843-3001,
whether other persons are beneficial owners of shares for which
proxies are being solicited and, if so, the number of copies of the
Proxy Statement and Annual Reports you wish to receive in order to
supply copies to the beneficial owners of the respective shares.
Exhibit 1
PLAN OF DISSOLUTION AND LIQUIDATION
OF
____________________ FUND
This Plan of Dissolution and Liquidation (the "Plan") dated as of
_________, 1998, is adopted by Fidelity Advisor Series V (the
"Trust"), a Massachusetts business trust, on behalf of
____________________ Fund (the "Fund"), a separate series of the Trust
operating as an open-end management investment company under the
Investment Company Act of 1940 ("1940 Act"), in order to accomplish
the Fund's complete dissolution, liquidation, and termination in
conformity with the Trust's Amended and Restated Declaration of Trust
and By-Laws and Massachusetts law.
WHEREAS, at a meeting of the Fund's Board of Trustees held on January
15, 1998, the Board of Trustees, including those Trustees who are not
"interested persons" (as defined in the 1940 Act) of the Trust or
Fund, determined to submit the Plan to the Fund's shareholders for
their approval, such Plan to provide for the orderly dissolution,
liquidation, and termination of the Fund;
NOW THEREFORE, upon approval of the Plan by the Fund's shareholders,
the dissolution, liquidation, and termination of the Fund shall be
carried out in the manner set forth herein:
1. EFFECTIVE DATE OF PLAN. The Plan shall be effective only upon its
approval by the vote of a "majority of the outstanding voting
securities" (as defined in the 1940 Act) of the Fund obtained at a
special meeting of the Fund's shareholders called for the purpose of
voting on the Plan. The date of the Plan's approval by the Fund's
shareholders is hereinafter referred to as the "Effective Date."
2. WINDING UP OF BUSINESS. Commencing with the Effective Date, the
Fund shall wind up its business and affairs and, as soon as is
practicable, distribute its net assets to shareholders in accordance
with the provisions of the Plan after payment to (or reservation of
assets for payment to) the Fund's creditors.
Notwithstanding the provisions of the Plan, the Fund shall, prior to
making the final liquidating distributions to shareholders described
in Section 5, continue to (i) honor requests for the redemption of
Fund shares received before the close of business on the Liquidation
Date (as defined in Section 5); and (ii) issue shares, as appropriate,
in connection with the reinvestment of dividends or distributions by
existing shareholders.
3. LIQUIDATION OF ASSETS. As soon as practicable after the Effective
Date and consistent with the terms of the Plan, the Fund, to the
extent it has not already done so, shall liquidate its assets to cash
form.
4. PAYMENT OF LIABILITIES. As soon as practicable after the Effective
Date, the Fund shall determine and pay (or reserve reasonable amounts
to pay) all known liabilities of the Fund incurred or expected to be
incurred prior to the date of the final liquidating distributions
described in
Section 5.
5. FINAL LIQUIDATING DISTRIBUTIONS. As soon as practicable after the
liquidation of all of its assets to cash form and the payment of (or
the reservation of reasonable amounts for the payment of) known
liabilities, the Fund shall calculate final liquidating distributions
with respect to each class of its shares and distribute such net
liquidation proceeds to all remaining shareholders of each class in
the manner provided below. The date determined by the Fund for the
calculation of such final liquidating distributions is hereinafter
referred to as the "Liquidation Date."
(a) Each shareholder who is a record holder of a class of Fund shares
as shown on the books of the Fund as of the close of business on the
Liquidation Date (a "Record Holder") shall be entitled to and shall
receive from the Fund's net liquidation proceeds payable to that class
a liquidating distribution proportionate to his share ownership of
that class (a "Liquidation Distribution"). Each such Liquidation
Distribution shall be calculated using the net asset value per share
attributable to that class as determined as of the close of business
on the Liquidation Date in accordance with the Fund's most recent
prospectus and statement of additional information, as supplemented,
and shall be rounded to the second decimal place.
(b) As soon as practicable after the Liquidation Date, the Fund shall
pay each Liquidation Distribution by check made payable to and mailed
directly to the Record Holder.
(c) No shareholder shall be entitled to interest on a Liquidation
Distribution, and such distributions shall be subject to any
applicable withholding fees or taxes.
(d) The final liquidating distributions described above shall be in
complete redemption and cancellation of all of the Fund's outstanding
shares.
6. TERMINATION OF THE FUND. As soon as practicable after the
completion of the final liquidating distributions described in Section
5, the Fund shall be terminated pursuant to the terms of this Plan,
the Trust's Amended and Restated Declaration of Trust, and applicable
provisions of Massachusetts law.
7. EXPENSES OF LIQUIDATION AND TERMINATION. Under existing voluntary
expense limitations, Fidelity Management & Research Company will bear
all expenses (including expenses allocated to a specific class) in
excess of stated class expense limitations contained in the Fund's
most recent prospectus, as supplemented, that are incurred by the Fund
in connection with the implementation of the Plan (other than
brokerage commissions, taxes, and extraordinary expenses, if any).
8. AUTHORIZATION OF TRUSTEES AND FUND OFFICERS. The Board of Trustees
and, subject to the general direction of the Board, the Fund's
officers shall have the authority, in the name and on behalf of the
Fund, to make, execute, and deliver such other agreements,
conveyances, assignments, certificates, and filings and to take such
further actions as they may deem necessary or desirable in order to
carry out this Plan and to conduct and complete the winding-up of the
business and affairs of the Fund, including the preparation and filing
of all tax returns as well as any other forms or documents that may be
required by the provisions of the Internal Revenue Code of 1986, as
amended, the 1940 Act, applicable Massachusetts law, or any other
applicable state or federal law.
9. AMENDMENT AND TERMINATION OF PLAN.
(a) Except as otherwise provided by applicable law, the Board of
Trustees shall have the authority to authorize such variations from or
amendments to the provisions of this Plan as they may deem necessary
or appropriate to effect the dissolution, liquidation, and termination
of the Fund and the distribution of the Fund's net assets to
shareholders.
(b) Except as otherwise provided by applicable law, the Board of
Trustees may terminate this Plan and abandon the dissolution and
liquidation contemplated hereby at any time prior to the Effective
Date if, in the judgment of the Board of Trustees, the facts and
circumstances make proceeding with the Plan inadvisable.
10. GOVERNING LAW PROVISIONS. This Plan shall be subject to and
construed consistently with the Trust's Amended and Restated
Declaration of Trust and By-Laws and shall otherwise be governed by
and construed in accordance with the laws of The Commonwealth of
Massachusetts.
IN WITNESS WHEREOF, the undersigned being duly authorized has
executed this Plan of Dissolution and Liquidation as of the date set
forth above.
FIDELITY ADVISOR SERIES V, ON BEHALF OF
___________________________ FUND
By: ________________________________
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY ADVISOR SERIES V: FIDELITY ADVISOR CALIFORNIA MUNICIPAL
INCOME FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoints Edward C.
Johnson 3d, Eric D. Roiter, and Thomas R. Williams, or any one or more
of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Advisor Series V: Fidelity Advisor California
Municipal Income Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at the office
of the trust at 82 Devonshire St., Boston, MA 02109, on March 18, 1998
at 9:00 a.m. and at any adjournments thereof. All powers may be
exercised by a majority of said proxy holders or substitutes voting or
acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposal described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting
and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date , 1998
Signature(s) (Title(s), if applicable
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
315916825/254
315916502/610
315916403/609
315916809/649
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ---------------------------------------------------------------------
- -------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. To approve a Plan of Dissolution and Liquidation FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
providing for the complete dissolution, liquidation,
and termination of Fidelity Advisor California
Municipal Income Fund.
</TABLE>
ACA-PXC-0398 315916825/254
315916502/610
315916403/609
315916809/649
Return the proxy card in the enclosed envelope or mail to:
FIDELITY INVESTMENTS
Proxy Department
P.O. Box 9107
Hingham, MA 02043-9848
PLEASE DETACH AT PERFORATION BEFORE MAILING.
- ---------------------------------------------------------------------
- -------------------------
FIDELITY ADVISOR SERIES V: FIDELITY ADVISOR NEW YORK MUNICIPAL INCOME
FUND
PROXY SOLICITED BY THE TRUSTEES
The undersigned, revoking previous proxies, hereby appoints Edward C.
Johnson 3d, Eric D. Roiter, and Thomas R. Williams, or any one or more
of them, attorneys, with full power of substitution, to vote all
shares of Fidelity Advisor Series V: Fidelity Advisor New York
Municipal Income Fund which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the fund to be held at the office
of the trust at 82 Devonshire St., Boston, MA 02109, on March 18, 1998
at 9:00 a.m. and at any adjournments thereof. All powers may be
exercised by a majority of said proxy holders or substitutes voting or
acting or, if only one votes and acts, then by that one. This Proxy
shall be voted on the proposal described in the Proxy Statement as
specified on the reverse side. Receipt of the Notice of the Meeting
and the accompanying Proxy Statement is hereby acknowledged.
NOTE: Please sign exactly as your name appears on this Proxy. When
signing in a fiduciary capacity, such as executor, administrator,
trustee, attorney, guardian, etc., please so indicate. Corporate and
partnership proxies should be signed by an authorized person
indicating the person's title.
Date , 1998
Signature(s) (Title(s), if applicable
PLEASE SIGN, DATE, AND RETURN
PROMPTLY IN ENCLOSED ENVELOPE
315918817/259
315916700/612
315916601/611
315916874/661
Please refer to the Proxy Statement discussion of each of these
matters.
IF NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR THE
PROPOSALS.
As to any other matter, said attorneys shall vote in accordance with
their best judgment.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE FOR EACH OF THE FOLLOWING:
- ---------------------------------------------------------------------
- -------------------------
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
1. To approve a Plan of Dissolution and Liquidation FOR [ ] AGAINST [ ] ABSTAIN [ ] 1.
providing for the complete dissolution, liquidation,
and termination of Fidelity Advisor New York
Municipal Income Fund.
</TABLE>
ANY-PXC-0398 315918817/259
315916700/612
315916601/611
315916874/661
